Delta Property Fund : Disposal of 3 Simba, 5 Simba and Cape Road properties and cancellation of sale of Fort Drury and Sediba properties

DELTA PROPERTY FUND LIMITED (Incorporated in the Republic of South Africa) (Registration number 2002/005129/06)

JSE share code: DLT

ISIN: ZAE000194049 (Approved as a REIT by the JSE) ("Delta" or the "Company")

DISPOSAL OF 3 SIMBA, 5 SIMBA AND CAPE ROAD PROPERTIES AND CANCELLATION OF SALE OF FORT DRURY AND SEDIBA PROPERTIES

1. DISPOSAL OF 3 SIMBA, 5 SIMBA AND CAPE ROAD PROPERTIES

1.1 Introduction

Delta shareholders are hereby advised that the Company ("Seller") has entered into separate agreements

("Agreements") with Twenty-five 15 Proprietary Limited ("Twenty-five") and Rivadax Proprietary Limited ("Rivadax") (collectively the "Purchasers"), represented by Jeffrey Froom and Janco du Toit respectively, to dispose of three of its properties ("Disposals") as detailed below:

1. the disposal to Twenty-five of the property situated at 3 Simba Road, Sunninghill, Johannesburg, together with all buildings and improvements thereon, as more commonly known as "3 Simba";
2. the disposal to Twenty-five of the property situated at 5 Simba Road, Sunninghill, Johannesburg, together with all buildings and improvements thereon, as more commonly known as "5 Simba"; and
3. the disposal to Rivadax of the property situated at corner of CJ Langenhoven Drive and Cape Road, Port Elizabeth, together with all buildings and improvements thereon, as more commonly known as "Cape Road",

collectively the "Properties" for a total cash consideration of R76.0 million ("Disposal Consideration").

1. Rationale and use of proceeds
   Recently the board confirmed the strategy for the Company, as still being underpinned by the Sovereign, with a more refined approach to the definition of Sovereign. As part of the strategy, and the optimisation of the portfolio, it was agreed that the disposal of assets which were no longer strategic to the Company would be undertaken. 3 Simba, 5 Simba and Cape Road are considered as such assets.
   The net proceeds of R74,3 million (net of commission) will be utilised by the Company to reduce the Loan to Value (LTV) by 0,1% from 57,0% to 56,9% and to reduce vacancy levels by 0,3% from 31,3% (28 February 2022) to 31,0%.
2. Terms and conditions of the disposal

1. Sale
   The Seller has agreed to sell, and the Purchasers have agreed to purchase the Properties, with effect from, and inclusive, of the date on which the registration of transfer of the Properties into the name of the Purchasers is effected, which date the Company anticipates will be approximately 30 September 2022.
2. Disposal Consideration
   The Disposal Consideration payable for the Properties by the Purchasers is R76.0 million exclusive of VAT, payable in cash.

1. Conditions precedent
   The Disposals are conditional on the fulfilment of the conditions precedent that signed resolutions be provided by both the Seller's and Purchasers' boards and/or Investment committees approving the Disposals.
2. Representations and warranties
   The Agreements contain representations and warranties by the parties in favour of one another which are standard for transactions of this nature.

1.4 Financial and property-related information in respect of the Properties

Notes:

1. The net operating income in respect of the Properties has been extracted from the Company's results for the year ended 28 February 2022, which were prepared in terms of International Financial Reporting Standards. Due to the tenant vacating 5 Simba on 1 March 2022, the net operating income of R2,8 million reflects the income for the year ending 28 February 2022.
2. The valuations were performed as at 28 February 2022 by HD Valuations, Jones Lang LaSalle, Realworx Property Valuations and Real Insight who are independent from the Company and registered as professional valuers in terms of the Property Valuers Profession Act, No. 47 of 2000.
3. The vacancy rates as of the date of the release of this SENS announcement for 3 Simba and 5 Simba are 100% and Cape Road is 62.3%.
4. The financial information in this announcement is the responsibility of the board and has not been reported on or reviewed by Delta's auditors or a reporting accountant.

1. Categorisation
   The Disposals are classified as Category 2 transactions in terms of the JSE Listings Requirements, which requires an announcement.

2. CANCELLATION OF SALE OF FORT DRURY AND SEDIBA PROPERTIES

Delta shareholders are referred to the SENS announcement released on 8 November 2021 ("Previous Announcement") wherein the Company advised that it had entered into agreements ("Agreements") with Central

Plaza Investments 199 Proprietary Limited to dispose of its properties situated at:

1. corner of Markgraaff and St Andrews Streets, Bloemfontein, together with all buildings and improvements thereon, as more commonly known as "Fort Drury", including the rental enterprises conducted thereon; and
2. corner of Markgraaff and Zastron Streets, Bloemfontein, together with all buildings and improvements thereon, as more commonly known as "Sediba",

for a cash consideration of R76.5 million.

Shareholders are hereby advised that the Company has decided to cancel the Agreements entered into between the parties on the basis that the conditions precedent, as described in the Previous Announcement, were not met.

Shareholders are further advised that portfolio optimization remains a priority, therefore the Company still intends to dispose of these properties and will update the market accordingly.

Johannesburg

04 July 2022

Sponsor

Nedbank Corporate and Investment Banking, a division of Nedbank Limited